TPC CONSOLIDATED LIMITED — Proxy Solicitation & Information Statement 2014

Mar 23, 2014

TEL PACIFIC LIMITED

ABN 99 073 079 268

NOTICE OF EXTRAORDINARY GENERAL MEETING including Explanatory Statement

Meeting to be held at Level 10, Tower B, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 on Monday, 28 April 2014 commencing at 10am.

The Explanatory Statement that accompanies this Notice of Extraordinary General Meeting describes the matters to be considered at the meeting.

This is an important document and requires your immediate attention. You should read this document in its entirety. If you are in doubt as to what you should do, you should consult your investment or other professional adviser.

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Important Notices

Role of the ASX

A copy of this document has been lodged with the ASX. Neither the ASX nor any of its officers take any responsibility for the contents of this document.

Defined Terms

Capitalised terms used in this document are defined in the Definitions section, towards the end of the Explanatory Statement.

Key Dates

Latest date and time for lodgment of proxy forms: 10am, Saturday, 26 April 2014

Date and time for determining eligibility to vote: 10am, Saturday, 26 April 2014

Extraordinary General Meeting

10am, Monday, 28 April 2014

All times referred to are AEST time in Sydney, Australia.

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How to Vote

Voting

Voting in person

If you wish to vote in person, you should attend the Meeting.

Voting by proxy

If you are unable to attend the Meeting, please vote by completing and signing the relevant proxy form enclosed with this document as soon as possible but so that it is received no later than:

10am on Saturday, 26 April 2014.

Proxy forms received after this time will be invalid.

You may return the relevant proxy forms by posting them in the reply paid envelope provided or by delivering them to:

BY MAIL Computershare Investor Services Limited GPO Box 242 Melbourne VIC 3001 BY FAX Computershare Investor Services Limited Fax no.: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

If the appointment of proxy is signed by an attorney, the power of attorney or a certified copy of it must also be sent.

If you have any questions, please contact Jeffrey Ma, Company Secretary, on 02 8448 0622, or by email at jeffrey.ma@telpacific.com.au.

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Notice of Meeting

Notice is hereby given that an Extraordinary General Meeting of Tel Pacific Limited ABN 99 073 079 268 will be held at at Level 10, Tower B, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 on Monday, 28 April 2014 commencing at 10am.

The Explanatory Statement that accompanies this Notice of Meeting describes the matters to be considered at the Extraordinary General Meeting. The Definitions section towards the end of the Explanatory Statement contains definitions of capitalised terms used both in this Notice of Meeting and the Explanatory Statement.

SPECIAL BUSINESS

RESOLUTION 1 - APPROVAL OF SALE OF CALLING CARD OPERATIONS BY COMPANY

To consider, and if thought fit, to pass the following ordinary resolution:

“That for the purposes of ASX Listing Rule 11.2, and for all other purposes, approval is given for the Company to dispose of its main undertaking and complete the Business Sale and Purchase Agreement dated 24 March 2014 with Aggregato Gulliver Pty Ltd ABN 35 167 184 376 as the Buyer and Aggregato Global Limited ABN 59 161 904 445 as the Guarantor, under which the Company will sell certain assets comprising the two stage dialling card operations of the Company as generally described in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution by:

• a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if this Resolution is passed and any associates of those persons; and

• the Buyer ( Aggregato Gulliver Pty Ltd ABN 35 167 184 376) or Guarantor ( Aggregato Global Limited ABN 59 161 904 445) under the Proposed Sale transaction and any associates of those persons.

However, the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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RESOLUTION 2 – CONSOLIDATION OF SHARE CAPITAL

To consider, and if thought fit, to pass the following ordinary resolution:

“That for the purposes of section 254H(1) of the Corporations Act 2001, and for all other purposes, the Shares of the Company be consolidated through the conversion of every ten Shares held by a Shareholder into one Share, with any resulting fractions of a Share rounded up to the next whole number of Shares, with consolidation to take effect in accordance with the timetable set out in the Explanatory Statement accompanying this Notice of Meeting.”

By order of the Board

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Jeffrey Ma, Secretary

DATED: 24 March 2014

NOTES

1. In accordance with regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that for the purposes of the meeting, a person’s entitlement to vote at the Extraordinary General Meeting will be the entitlement set out in the Company’s share register as at 10am Saturday, 26 April 2014.

2. A member is entitled to appoint a proxy. A member who is entitled to cast two or more votes is entitled to appoint two proxies. If two proxies are appointed by a member, that member may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half the votes.

3. A proxy need not be a member of the Company.

4. A body corporate may appoint an individual as its representative to exercise any of the powers the body corporate may exercise at meetings of the Company’s shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

• The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

5. A proxy form and the power of attorney or authority (if any) under which it is signed or a copy of the power of attorney or authority certified as a true copy by statutory declaration, must be duly completed and returned to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001 Australia or at fax number: (within Australia) 1800 783 447 or (outside Australia) +61 3 9473 2555 by no later than 10am Saturday, 26 April 2014. Proxy forms received after this time will be invalid.

6. The Explanatory Statement attached to this Notice of Meeting is hereby incorporated into and forms part of this Notice of Meeting.

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EXPLANATORY STATEMENT

The purpose of this Explanatory Statement is to provide Shareholders with information concerning the Resolutions set out in the Notice of Meeting. The Board recommends that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

RESOLUTION 1 – Approval of Sale of Calling Card Operations

1 Background

On 24 March 2014, the Company announced that it had entered into a binding Business Sale and Purchase Agreement dated 24 March 2014 with Aggregato Gulliver Pty Ltd ABN 35 167 184 376 as the Buyer and Aggregato Global Limited ABN 59 161 904 445 as the Guarantor under which the Company will sell certain assets comprising the two stage dialling card operations of the Company.

The Agreement contains conditions precedent, one of which is that completion of the Proposed Sale (“ Completion” ) is subject to the Shareholders providing any necessary approvals to the Proposed Sale.

If this condition precedent is not satisfied by 31 May 2014, either the Company or Aggregato can terminate the Agreement and the Proposed Sale will not proceed.

2 Key Terms of Business Sale and Purchase Agreement

Pursuant to the terms and conditions of the Agreement, upon Completion the Company will dispose of, and Aggregato will acquire, the Company’s prepaid two stage dialling card business (“ Business ”) and assets used in that Business.

The Company will retain the following parts of its current business (the “ Retained Business ”):

• the mobile phone business conducted by the Company, including that business conducted under the brand names Hello Mobile and Gotalk mobile;

• the ‘MRTM’ billing platform operated by the Company;

• any business conducted by the Company relating to the supply or proposed supply of energy services; and

• any other business conducted by the Company that is not part of the Business.

The purchase price being paid by Aggregato for the Proposed Sale is AUD$19,000,000 (“ Purchase Price ”). Aggregato will also assume responsibility for certain liabilities, including unutilised air time of unused paid calling cards and first used but unpaid calling cards (to a maximum of $5 million).

The Purchase Price is payable in the following tranches:

1. $16 million on the Completion Date of the Proposed Sale (currently expected to be midApril 2014;

2. $2 million on the later of 24 April 2014 and Completion; and

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1. $1,000,000 payable in three consecutive monthly instalments in each of the three full months following Completion.

On the date of execution of the Agreement, $16,000,000 of the Purchase Price was deposited into a bank account with Bankwest operated by both the Company and Aggregato, with its withdrawal at Completion being the subject of a mutually signed payment direction which will be held by the bank’s lawyers subject to an Escrow Deed.

After Completion the Company will continue to receive into its bank account certain electronically remitted funds relating to the Business, with a right of set off in the Agreement, which will contribute to security for the post Completion payments.

Aggregato Global is the Guarantor pursuant to the Agreement and in that capacity has guaranteed the performance of Aggregato’s obligations under the Agreement, including payment of the Purchase Price.

The Company has provided warranties and indemnities in the Agreement, relating predominantly to title to the assets of the Business. Aggregato’s rights of recovery against the Company are subject to a number of limitations and qualifications.

For the period from 1 April 2014 until the Completion Date (“ Interim Period ”);

• (a) the Company will retain ownership of the Business and must conduct its business in the ordinary course, subject to the lawful directions of Aggregato (where those directions do not cause any director or officer of the Company and its Related Bodies Corporate, or those corporations themselves, to breach any law, regulation or the ASX Listing Rules); and

• (b) subject to Completion occurring, Aggregato will be entitled to all of the cash collected in respect of the Business excluding commissions, and excluding cash collected for receivables of the Business relating to the period prior to the commencement of the Interim Period, and is liable for the actual ordinary operating costs relating to the Business in the Interim Period. Aggregato must reimburse the Company if that number as calculated is a negative.

For the period of six months commencing on the Completion Date (or such other period as agreed by the parties) (“ Transition Period ”), the Company will be required and remunerated to provide Aggregato with certain services (“ Transition Services ”) to allow the Business to be transferred to Aggregato, and separated from the Retained Business, in an orderly manner that minimises, as far as possible, the disruption to the Business. These services will include access or use of assets of the Company for the purposes of the Business during the Transition Period and other reasonable support to allow the Business to continue to operate as it has prior to Completion.

In addition to the Purchase Price, Aggregato must pay the Company all “Stranded Costs” being actual costs incurred (or deemed pursuant to the Agreement to have been incurred) on or at any time after 1 April 2014 and prior to the expiry of the Transition Period, by any one or more of the Company or its Related Bodies Corporate in relation to the termination or redundancy of the “Stranded Assets” (see below), less any consideration or compensation received by the Company or any of its Related Bodies Corporate with respect to a Stranded Asset, such as sale consideration from a third party. For clarity, the Stranded Costs with respect to any employee does not include the accrued statutory entitlements of that employee other than redundancy and any post-1 April 2014 increases in long service leave, annual leave or similar accrued entitlements.

For the purposes of the Agreement, “Stranded Assets” are (unless otherwise agreed) any assets, contracts or employees of the Company or any of its Related Bodies Corporate that satisfy all of the following:

• (a) relate in whole or in part to the Business;

• (b) are not required by the Company or any of its Related Bodies Corporate with respect to the Retained Business;

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• (c) the Company and Aggregato agree will not be transferred to Aggregato; and

• (d) will result in a post-1 April 2014 cost to the Company or any of its Related Bodies Corporate to cause the termination of the asset or contract or redundancy of employees to whom Aggregato does not make an employment offer.

The Agreement provides that for the period of two years following the Completion Date, each of the Company, its Related Bodies Corporate and Charles Huang, Jeffrey Ma and Barry Chan as Executives of the Company are restrained within Australia and New Zealand from certain activities, including being engaged, involved or interested in a “Restrained Business” being:

• (a) a business or activity which is the same as or substantially similar to the Business (or any material part of it) as conducted by the Company immediately prior to the Completion Date;

• (b) any two stage calling card products; or

• (c) any pinless calling card products.

The restraint does not operate to prevent the Company (and the Executives from assisting the Company) providing the Transition Services or operating the Retained Business.

In addition to the Agreement, there are several transaction documents to be entered into by the Company contemporaneously with Completion of the Agreement, being:

1. Reseller Agreement under which Aggregato is appointed as a wholesale reseller of certain products and services relating to the Retained Business;

2. Intellectual Property Licence Agreement under which Aggregato licenses use of Phonecard Manager back to the Company; and

3. an international termination agreement under which Aggregato will provide international termination service for the Retained Business.

Further, the Agreement provides that:

• for the duration of the Company’s lease of its current Chatswood premises, the Company grants Aggregato and its employees a licence to enter and use the Chatswood premises. Aggregato must not do anything to knowingly cause the Company to breach the Chatswood lease and must follow the reasonable directions of the Company with respect to the premises, including following any relevant policies applicable to occupancy of the premises as advised by the Company to Aggregato;

• for a period of 12 months from the Completion Date and without any additional cost to Aggregato, the Company’s COO, Barry Chan, will provide ad hoc support with respect to the Business as reasonably required by Aggregato, up to 20 hours a week; and

• the Company must continue to perform certain agreements relating to the Business for the benefit of Aggregato if those agreements have not been assigned or novated at Completion.

3 Significant Change to Nature and Scale of the Company’s Activities

Upon Completion, the Proposed Sale will constitute a significant change to the nature and scale of the Company’s activities.

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However, the Company will continue to own and operate the Retained Business, which does not form part of the Proposed Sale. The Retained Business includes the mobile and MRTM business, as well as the developing electricity and gas business. It is this business that the Company has previously indicated is the focus of its development activities in the future, and – in relation to the MRTM and mobile business - which has been the focus of the last few years.

• 4 Impact of the Proposed Sale on the Company and Advantages and Disadvantages to the Proposed Sale

A. Advantages to the Proposed Sale

The Directors believe the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on proposed Resolution 1:

• a. Management will be able to focus their attention on the main undertaking of the Company, being the mobile and energy business, increasing the prospects of success in relation to those businesses, and the ability to concentrate on planning for growth.

• b. Management will suffer less distraction and operational challenges in managing the challenging aspects of the legacy two stage dialling card operations.

• c. The Company will receive substantial ‘up front’ consideration for the sale of the business, representing what the Board considers to be an excellent valuation for those divested assets (with part of that value available to the Company because of the Buyer’s view of the synergies it can access by aggregating the Business with its existing business).

• d. Shareholders will benefit from the distribution of part of that consideration, including an initial special dividend paid within one month of Completion of 3c per share, with a record date of Saturday, 26 April 2014.

• e. Shareholders may benefit from further capital management initiatives that the Board may consider following Completion, after taking into consideration the ongoing capital needs of the business and appropriate alternative use of the funds by the Company.

• f. The Company will have a much improved balance sheet to fund and support the main undertaking of the business.

B. Disadvantages to the Proposed Sale

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on proposed Resolution 1:

• a. The Company will be changing the scale of its activities, which may not be consistent with the objectives of all Shareholders.

• b. The Company will be changing the nature of its activities, so that its activities will consist of the Retained Business only, which may not be consistent with the objectives of all Shareholders.

• c. The Company will lose the opportunity to continue to obtain operating margin from the divested business, and hence will have to reduce its scale of operations substantially (and potentially run at an operational loss for a period of time) until the Retained Business reaches a more substantial operational scale.

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• d. There is a risk that the Company may need to reconstruct the Business to a standard that is useful to the Company if Completion does not occur due to the effective control of the Business by Aggregato during the Interim Period.

5 Directors’ Recommendation

The Directors unanimously recommend that you vote in favour of Resolution 1 and intend, in the absence of a superior proposal, to vote in favour of the Resolution with respect to their own shareholdings.

RESOLUTION 2 – Consolidation of Issued Share Capital

6 Background

Resolution 2 seeks Shareholder approval for the Company to consolidate its issued share capital through the conversion of every ten fully paid ordinary shares into one fully paid ordinary share ( Share Consolidation ).

Pursuant to Section 254H(1) of the Corporations Act 2001 , the Company may convert all or any of its Shares into a larger or smaller number of Shares by ordinary resolution passed at a general meeting.

This section of the Explanatory Statement provides the information required by Listing Rule 7.20 to be provided to Shareholders in relation to the Share Consolidation.

7 Purpose of proposed Resolution 2

The Directors propose the Share Consolidation for the following reasons :

• The Share Consolidation will result in a more appropriate and effective capital structure for the Company and a share price more appealing to a wider range of investors, particularly institutional investors.

• The Directors do not believe the Share Consolidation has any material disadvantages.

8 Effect of the Share Consolidation

(a) Effect on Shares

If Resolution 2 is approved, every ten Shares on issue will be consolidated into one Share (subject to rounding). Overall, this will result in the number of Shares on issue reducing from 107,186,925 to approximately 10,718,693 (subject to rounding).

As the Share Consolidation applies equally to all Shareholders, individual Shareholdings will be reduced in the same ratio as the total number of Shares (subject to rounding).

Accordingly, assuming no other market movements or impacts occur, the Share Consolidation will have no effect on the percentage interest in the Company of each Shareholder.

The Share Consolidation will not result in any change to the substantive rights and obligations of existing Shareholders.

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(b) Effect on Options

As at the date of this Notice of Meeting, the Company has no options on issue.

(c) Fractional Entitlements

Where the Share Consolidation results in an entitlement to a fraction of a Share, that fraction will be rounded up to the nearest whole number.

(d) Holding Statements

Taking effect from the date of the Share Consolidation, all existing holding statements will cease to have any effect, except as evidence of entitlement to a certain number of securities on a postShare Consolidation basis. New holding statements will be issued to security holders, who are encouraged to check their holdings after the Share Consolidation.

(d) Taxation

The Share Consolidation should not result in a capital gains tax event for Australian tax residents. The cost base of the Shares held after the Share Consolidation will be the sum of the cost bases of the original Shares pre-Share Consolidation. The acquisition date of Shares held after the Share Consolidation will be the same as the date on which the original Shares were acquired.

This Explanatory Statement does not however consider the tax implications in respect of Shares or other securities held on revenue account, as trading stock or by non-resident Shareholders.

Shareholders should consider their own circumstances and seek their own professional advice in relation to their tax position. Neither the Company nor any of its officers or employees assumes any liability or responsibility for advising Shareholders or other security holders about the tax consequences of the proposed Share Consolidation.

9 Indicative Timetable

If approved by Shareholders, the proposed Share Consolidation will take effect on 1 June 2014.

The following is an indicative timetable (subject to change) of the key events:

Key Event	Indicative Date
Extraordinary General Meeting	28April 2014
NotificationtoASXthat Share Consolidation is approved	28April 2014
Last dayfortradinginpre-consolidated securities	20May2014
Trading in the consolidated securities on a deferred settlement basis commences	21 May 2014
Last day toregistertransfers ona pre-consolidationbasis	23May2014
Registrationofsecurities ona post-consolidationbasis	26May2014
Despatchof new holding statements	26May2014
Deferred settlement trading ends	30May2014
Normaltrading starts	2June2014
Settlement oftrades conducted ona deferred settlement basis	5 June2014

10 Directors’ Recommendation

The Directors unanimously recommend that you vote in favour of Resolution 2.

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11 ASX Announcements

Where statements in this Explanatory Statement refer to or are based on statements made in or announcements made by the Company to ASX, the Company will provide a copy of those announcements free of charge to any Shareholder who asks for it prior to the Extraordinary General Meeting.

Any requests for copies of those announcements may be made by contacting Jeffrey Ma, Company Secretary, on 02 8448 0622, or by email at jeffrey.ma@telpacific.com.au. Shareholders are also able to obtain copies of the Company’s most recent financial reports from the Company’s website at http://www.telpacific.com.au.

12 Definitions

Term	Meaning
Aggregato	Aggregato Gulliver Pty Ltd ABN 35 167 184 376.
Aggregato Global	Aggregato Global Limited ABN 59 161 904 445.
Agreement	the Business Sale and Purchase Agreement entered into between
	the Company, Aggregato as Buyer, and Aggregato Global as the
	Guarantor, with respect to the Proposed Sale by the Company to
	Aggregato.
Associate	has the meaning given by sections 10 to 17 of the Corporations Act.
ASX	the stock exchange conducted by ASX Limited.
Board	the board of directors of the Company from time to time.
Business Day	a day on which banks are generally open for business in New South
	Wales, excluding Saturdays, Sundays and public holidays.
Company	Tel Pacific Limited ABN 99 073 079 268.
Corporations Act	the Corporations Act 2001 (Cth).
Explanatory	the explanatory statement accompanying the Notice of Meeting
Statement	contained in this document.
Extraordinary	the proposed extraordinary general meeting of the Shareholders at
General Meeting	Level 10, Tower B, The Zenith, 821 Pacific Highway, Chatswood
	NSW 2067 to consider and, if thought fit, pass the Resolutions set
	out in the Notice of Meeting.

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Term	Meaning
Listing Rules	means the Listing Rules of the ASX.
Meeting	means the Extraordinary General Meeting.
Proposed Sale	the Proposed Sale of the two stage dialling card operations of the
	Company as described in the Explanatory Statement.
Purchase Price	means the sum of AUD$19,000,000.
Resolution	means a resolution to be proposed at the Extraordinary General
	Meeting.
Share Registry	Computershare Investor Services Limited, Level 4, 60 Carrington
	Street, Sydney NSW 2000
Shareholder	each person who is registered in the Register as the holder of Shares
	from time to time.
Share	a fully paid ordinary share in the Company.

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Lodge your vote:

Tel.Pacific Limited

ABN 99 073 079 268

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 TPC MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 10.00am Saturday 26 April 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.



I 9999999999 I ND

Proxy Form

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Tel.Pacific Limited hereby appoint

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the Chairman OR of the Meeting

Please mark to indicate your directions

XX

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Tel.Pacific Limited to be held at Level 10, Tower B, The Zenith, 821 Pacific Highway, Chatswood NSW 2067 on Monday 28 April 2014 at 10:00am and at any adjournment or postponement of that meeting.

Important: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote in respect of a resolution, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on the resolution and your votes will not be counted in computing the required majority if a poll is called. The Chairman of the Meeting intends to vote undirected proxies in favour of the resolution.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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• 1 To approve the Company disposing of its main undertaking by completion of the sale of the Company of its two stage dialling card operations

• 2 To approve the consolidation of the Company’s share capital

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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